Exhibit 10.4


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE
OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.


 


PAYMENT OF THIS NOTE AND THE INDEBTEDNESS
(INCLUDING INTEREST) EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE
EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION OF INDEBTEDNESS OWED TO
SHAREHOLDERS (THE “SUBORDINATION AGREEMENT”) DATED SEPTEMBER 30, 2002,
AMONG (1) ADVANCE AMERICA, CASH ADVANCE CENTERS, INC. (“ISSUER”), (2) GDJ,
JR. INVESTMENTS LIMITED PARTNERSHIP, AAI/GDJ, III TRUST DATED 04/21/98, AAI/SPJ
TRUST DATED 04/21/98, REVOCABLE TRUST OF SUSAN PHIFER JOHNSON DATED
JULY 17, 2001, (COLLECTIVELY, THE “SHAREHOLDERS”), AND (3) BANK OF AMERICA,
N.A. (“SENIOR AGENT”) TO THE PAYMENT OF THE INDEBTEDNESS (INCLUDING INTEREST)
FROM TIME TO TIME OWED BY ISSUER TO THE LENDERS UNDER THE AMENDED AND RESTATED
CREDIT AGREEMENT DATED AS OF SEPTEMBER 30, 2002, BY AND AMONG ISSUER,
SENIOR AGENT (AS ADMINISTRATIVE AGENT), AND SUCH LENDERS FROM TIME TO TIME
THEREUNDER, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.  EACH HOLDER OF THIS NOTE, BY ACCEPTANCE
HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.


 


THIS INSTRUMENT IS SUBJECT TO THE SUBORDINATION
AGREEMENT DATED AS OF OCTOBER 15, 1999 AS AMENDED, MODIFIED, RESTATED AND
SUPPLEMENTED FROM TIME TO TIME BY AND AMONG ADVANCE AMERICA, CASH ADVANCE
CENTERS, INC. AND ITS SUBSIDIARIES AND AFFILIATES IDENTIFIED THEREIN, BANK OF
AMERICA, N.A., AND STEVE A. MCKENZIE, BRENDA B. MCKENZIE, NCAW, LLC, MCKENZIE
FAMILY PARTNERSHIP, L.P., MCKENZIE FAMILY PARTNERSHIP NO. 2, L.P., J. EDWARD
SCOGGINS, DARRYL M. WEAVER, DARRYL M. WEAVER IRREVOCABLE TRUST F/B/O CHILDREN
OF DARRYL M. WEAVER DATED JUNE 23, 1998, SHASTA MCKENZIE LILLARD FAMILY
TRUST DATED OCTOBER 30, 1997, ASHLEY ELIZABETH MCKENZIE FAMILY TRUST DATED
OCTOBER 30, 1997, STEVE A. MCKENZIE, JR. FAMILY TRUST DATED
OCTOBER 30, 1997, TRUST U/A STEVE A. MCKENZIE F/B/O SHASTA MCKENZIE LILLARD
DATED DECEMBER 23, 1993, TRUST U/A STEVE A. MCKENZIE F/B/O STEVE A.
MCKENZIE JR. DATED DECEMBER 23, 1993, AND TRUST U/A/ STEVE A. MCKENZIE
F/B/O ASHLEY ELIZABETH MCKENZIE DATED DECEMBER 23, 1993, THAT, AMONG OTHER
THINGS, CONTAINS PROVISIONS SUBORDINATING THE OBLIGATIONS OF ADVANCE AMERICA,
CASH ADVANCE CENTERS, INC. AND ITS SUBSIDIARIES AND AFFILIATES HEREUNDER
(INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS OF THE GUARANTORS) TO THE
OBLIGATIONS OF ADVANCE AMERICA, CASH ADVANCE CENTERS, INC. AND ITS SUBSIDIARIES
AND AFFILIATES TO THE SENIOR CREDITORS DEFINED IN SAID SUBORDINATION AGREEMENT
AND LIMITING THE RIGHTS OF THE HOLDERS OF THIS INSTRUMENT TO RECEIVE PAYMENTS
HEREUNDER AND ACCELERATE THE MATURITY HEREOF, TO WHICH PROVISIONS SUCH HOLDER,
BY ACCEPTANCE HEREOF, AGREES.


 

















 


	
  No.
  [              ]

  	
   

  	
  $[              ]

  
	
  Dated: 
  [                   ]

  	
   

  	
   

  



 


ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.


 


13.00% Junior Unsecured Subordinated Note Due 2007


 


ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.,
a Delaware corporation (together with its successors, transferees and assigns,
the “Issuer”), for value received,
hereby promises to pay, subject to Section 4 below, on October 15,
2007 (the “Maturity Date”), to the
order of
[              ]
(the “Holder”),  the principal sum of
[              ]
($[              ]),
by wire transfer of immediately available funds to the Holder’s account (the “Bank Account”) at a bank located in the
United States specified by the Holder from time to time, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay, subject
to Section 4 below, interest in arrears, on the first day of January,
April, July and October (unless such day is not a Business Day, in
which event on the next succeeding Business Day) of each year in which this
Note remains outstanding and on the Maturity Date (each such date, an “Interest Payment Date”), commencing with
[              ],
on the unpaid principal sum hereof outstanding, in like coin or currency, at
the rates per annum set forth below, by wire transfer of immediately available
funds to the Bank Account, from the most recent Interest Payment Date to which
interest has been paid in full on this Note, or if no interest has been paid on
this Note, from on and after
[                ],
until payment in full of the principal sum hereof has been made.


 


This Note shall bear interest, commencing on
and after
[                 ],
at a rate per annum equal to 13.00% (the “Interest
Rate”).  Interest on this
Note will be calculated on the basis of a 365 day year for the actual number of
days elapsed; provided, however, that the Issuer shall pay interest on overdue
principal at a rate per annum equal to 18.00% (the “Overdue Rate”), and interest on overdue installments of
interest, to the extent lawful, at the Overdue Rate.  Interest on this Note will be  calculated
on the basis of a 365 day year for the actual number of days elapsed.


 


This Note is one of the duly authorized notes
of the Issuer referred to in Section 9.5 of the Contribution Agreement.


 


Section 1.                                                   Certain
Terms Defined.


 


(a)                                         The following
terms for all purposes of this Note shall have the respective meanings
specified below.


 


“Affiliate” means,
with respect to any specified Person, any other Person directly or indirectly
controlling, controlled by, or under common control with such other
Person.  For the purposes of this
definition, the term “control”
(including with correlative meanings, the terms “controlling”, “controlled
by” and “under common control
with”), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.


 

















 


“Business Day” means
any day except a Saturday, Sunday or other day on which commercial banks in the
City of Chicago or The City of New York are authorized by law to close.


 


“Capital Lease Obligations”
means any amount payable with respect to any lease of any tangible or
intangible property (whether real, personal or mixed), however denoted, which
is required by GAAP to be reflected as a liability on the face of the balance
sheet of the lessee thereunder.


 


“Common Stock”
means, with respect to the Issuer, any and all shares of common stock, no par
value per share, of the Issuer.


 


“Contribution Agreement”
means the Contribution Agreement dated as of October 15, 1999, among the
Issuer and the Sellers, as amended, modified or supplemented from time to time.


 


“Indebtedness” means
for any Person without duplication: (a) all indebtedness, whether or not
represented by bonds, debentures, notes, securities, or other evidences of
indebtedness, for the repayment of money borrowed by such Person, (b) all
indebtedness representing deferred payment of the purchase price of property or
assets, except account payables or other obligations to trade creditors which
have been incurred in the ordinary course of business, (c) all Capital Lease
Obligations of such Person, (d) all indebtedness under guarantees,
endorsements, assumptions, or other contractual obligations of such Person,
including any letters of credit of such Person, or the obligations of such
Person in respect of, or to purchase or otherwise acquire, indebtedness of
others, (e) all indebtedness secured by a Lien existing on property owned by
such Person, whether or not the indebtedness secured thereby shall have been
assumed by such Person, (f) trade accounts payable more than one hundred twenty
(120) days past due, (g) all amendments, renewals, extensions, modifications
and refundings of any indebtedness or obligations referred to in clauses (a),
(b), (c), (d), (e) or (f).


 


“Initial Shareholders” means
GDJ, Jr. Investments Limited Partnership, Stewart H. Johnson, Breeden
Investment Company, L.P., A. Foster Chapman, AAI/GDJ, III Trust dated 04/21/98,
AAI/SPJ Trust dated 04/21/98, Brannon Investments, L.P., S.P. Johnson
Irrevocable Trust Dtd. 12/13/94, Columbia Investments, L.L.C., Laurel
Investment Partners, L.L.C. and Beach Wheats Limited Partnership, or any of
their Affiliates.


 


“GAAP” means United
States generally accepted accounting principles as in effect from time to time.


 


“Lien” means any
lien, mortgage, security interest, tax lien, pledge, encumbrance, financing
statement, or conditional sale or title retention agreement, or any other
interest in property designed to secure the repayment of Indebtedness or any
other obligation, whether arising by agreement, operation of law, or otherwise.


 


“Other Acceleration Event”
means the acceleration of the principal amount of Indebtedness of the Issuer
(other than such Indebtedness in an aggregate principal amount not in excess of
$1,000,000) in advance of the stated maturity therefor, whether such
acceleration is


 


2

















 


voluntary, involuntary, by
declaration or otherwise or the failure to pay such Indebtedness upon the
stated maturity therefor.


 


“Payment Default”
means the failure to pay, when due (whether upon maturity, acceleration,
redemption or otherwise), any principal of or interest on this Note and, other
than with respect to the payment of principal, such failure shall continue for
more than five days.


 


“Person” means any
individual, sole proprietorship, corporation, business trust, unincorporated
organization, association, company, partnership, limited liability company,
joint venture, governmental authority (whether a national, federal, state,
county, municipality or otherwise, and shall include without limitation any
instrumentality, division, agency, body or department thereof), or other
entity.


 


“Sellers” means
Steve A. McKenzie, Brenda B. McKenzie, NCAW, LLC, McKenzie Family Partnership,
L.P., McKenzie Family Partnership No. 2, L.P., J. Edward Scoggins, Darryl M.
Weaver, Darryl M. Weaver Irrevocable Trust f/b/o Children of Darryl M. Weaver
dated June 23, 1998, Shasta McKenzie Lillard Family Trust dated
October 30, 1997, Ashley Elizabeth McKenzie Family Trust dated
October 30, 1997, Steve A. McKenzie, Jr. Family Trust dated
October 30, 1997, Trust U/A Steve A. McKenzie f/b/o Shasta McKenzie
Lillard dated December 23, 1993, Trust U/A Steve A. McKenzie f/b/o Steve
A. McKenzie Jr. dated December 23, 1993, and Trust U/A Steve A. McKenzie
f/b/o Ashley Elizabeth McKenzie dated December 23, 1993, and their
respective transferees.


 


“Seller Notes”
means, collectively, the promissory notes of Issuer, each initially dated as of
October 15, 1999, and as amended, amended and restated, modified, replaced
or supplemented from time to time, and each issued to a Seller, as more fully
described in Section 2.3.2.2 of the Contribution Agreement.


 


“Senior Acceleration Event”
means (1) the acceleration of at least $1,000,000 of principal amount of Senior
Indebtedness in advance of the stated maturity therefor, whether such
acceleration is involuntary, by declaration or otherwise or the failure to pay
such Indebtedness upon the stated maturity therefor and (2) a material breach
by the Issuer of any of its obligations to the Holder under the Subordination
Agreement.


 


“Senior Indebtedness” means
all Indebtedness (whether now outstanding or hereafter incurred) of the Issuer
in respect of the Senior Loan Agreement and in respect of the Seller Notes,
including, without limitation, all principal, interest, fees, expenses,
indemnities and all other amounts payable under the Senior Loan Agreement and
under the Seller Notes and any notes, security documents, guarantees or other
loan documents referred to therein, and any amendments, modifications or
supplements to, or any renewals, extensions, deferrals, refinancings and
refundings of, any of the foregoing so long as the aggregate principal amount
of such Senior Indebtedness does not exceed $261,500,000.


 


“Senior Lender”
means, collectively, Bank of America, N.A. and the other lenders from time to
time under the Senior Loan Agreement, and each of their respective successors
and assigns, and any Person who replaces or refinances the Indebtedness of the
Issuer incurred under the Senior Loan Agreement.


 


3

















 


“Senior Loan Agreement”
means the Amended and Restated Credit Agreement dated as of September 30,
2002, and all agreements, documents and instruments delivered pursuant thereto
in connection with the loans and advances made thereunder, as such agreements
and documents may be further amended, amended and restated, supplemented,
consolidated or otherwise modified from time to time in accordance with the
terms and provisions of the Subordination Agreement.


 


“Subordination Agreement”
means the Subordination of Indebtedness Owed to Shareholders dated as of
September 30, 2002, among the Issuer, the Senior Lender, the Holder,
AAI/GDJ, III Trust dated 04/21/98, AAI/SPJ Trust dated 04/21/98 and Revocable
Trust of Susan Phifer Johnson dated July 17, 2001, as such subordination
agreement may be amended, amended and restated, supplemented, consolidated or
otherwise modified from time to time.


 


(b)                                        Each of the
following terms is defined in the Section set forth opposite such term:


 


	
  Term

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bank Account

  	
   

  	
  Recitals

  	
   

  
	
  Change of Control

  	
   

  	
  3.2

  	
   

  
	
  Events of Default

  	
   

  	
  2.1

  	
   

  
	
  Holder

  	
   

  	
  Recitals

  	
   

  
	
  Interest Payment Date

  	
   

  	
  Recitals

  	
   

  
	
  Interest Rate

  	
   

  	
  Recitals

  	
   

  
	
  Issuer

  	
   

  	
  Recitals

  	
   

  
	
  Overdue Rate

  	
   

  	
  Recitals

  	
   

  
	
  Redemption Notice

  	
   

  	
  3.2

  	
   

  



 


Section 2.                                                   Events
of Default and Remedies.


 


Section 2.1.                                      Event
of Default Defined: Acceleration of Maturity: Waiver of Default.  In case one or more of the following events (“Events of Default”) (whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be continuing:


 


(a)                                         a Payment
Default;


 


(b)                                        a Senior
Acceleration Event or an Other Acceleration Event;


 


(c)                                        the Issuer
shall permit or suffer to exist the entry of a decree or order for relief,
entered by a court of competent jurisdiction, in respect of the Issuer in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law relating to or affecting creditors’ rights generally now or hereafter in
effect, or appointing a receiver, liquidator, custodian, trustee, sequestrator
(or similar official) of the Issuer or for any substantial part of the property
of the Issuer or ordering the winding up or liquidation of the affairs of the
Issuer or any such case or proceeding shall have been commenced against the
Issuer seeking such a decree or order which remains unstayed and in effect or
has not been dismissed for a period of 90 days; or


 


4

















 


(d)                                        the Issuer
shall commence a voluntary case under any applicable bankruptcy, insolvency or
other similar law relating to or affecting creditors’ rights generally now or
hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking
possession by a receiver, liquidator, custodian, trustee, sequestrator (or
similar official) of the Issuer or for any substantial part of the property of
the Issuer or the Issuer shall make any general assignment for the benefit of
creditors;


 


then, and in each and every such case, other
than an Event of Default described in clauses (a) or (b) above, the aggregate
outstanding principal amount of this Note, together with any accrued and unpaid
interest thereon, shall become and be immediately due and payable without any
declaration, presentment, demand, protest, notice of default, notice of
acceleration or other act on the part of the Holder, all of which are hereby
expressly waived.  Subject to
Section 4 hereof, upon the occurrence of an Event of Default described in
clauses (a) or (b), the Holder of this Note may (in addition to any other
right, power or remedy permitted to the Holder by law) declare the entire
aggregate outstanding principal amount of this Note due and payable and the
same, together with any accrued and unpaid interest thereon, shall thereupon
become forthwith due and payable, without any presentment, demand, protest,
notice of default, notice of acceleration or other notices of any kind, all of
which are hereby expressly waived.


 


Section 2.2.                                      Powers
and Remedies Cumulative; Delay or Omission Not Waiver of Default.  No right or remedy herein conferred upon or
reserved to the Holder is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


No delay or omission of the Holder to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and every power and remedy given by this Note or by law may be
exercised from time to time, and as often as shall be deemed expedient, by the
Holder.


 


Any term or provision of this Note (including
this Section 2.2) to the contrary notwithstanding, the Holder shall have
no right (directly or indirectly) to exercise, nor shall any Holder in fact
exercise (directly or indirectly), any rights or remedies against the Issuer,
any of its subsidiaries or any of their respective assets in respect of any
breach hereunder or otherwise, nor shall the Holder commence (directly or
indirectly) any litigation, action or other proceeding against any of the
foregoing in respect of any breach hereunder or otherwise, unless (but only
unless) an Event of Default has occurred and is continuing, and, in such event,
the exercise of any such right or remedy shall be subject to Section 4
hereof.


 


Section 2.3.                                      Waiver
of Past Defaults.  The Holder may
waive any past Event of Default hereunder and its consequences.  In the case of any such waiver, the Issuer
and the Holder shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereon.


 


5

















 


Upon any such waiver, such Event of Default
shall cease to exist and be deemed to have been cured and not to have occurred,
and any Event of Default arising therefrom shall be deemed to have been cured,
and not to have occurred for every purpose of this Note; but no such waiver
shall extend to any subsequent or other Event of Default or impair any right
consequent thereon.


 


Section 3                                                       Redemption.


 


Section 3.1.                                      Optional
Redemption.


 


(a)                                         So long as no
default exists or would occur under or in respect of any Senior Indebtedness,
the Issuer at its option may at any time redeem all, or from time to time any
part of, the principal amount of this Note, without penalty or premium, at a
price equal to 100% of the principal amount of this Note so redeemed, together
with accrued and unpaid interest on such principal amount through the date of
redemption, by giving at least five (5) days notice of such redemption to the
Holder, specifying the date of redemption, the principal amount of this Note to
be redeemed, the place to surrender this Note and the redemption price.


 


(b)                                        In the event
the Issuer shall redeem this Note or any portion hereof, the Holder hereby
agrees to surrender this Note for payment of the redemption price at the times
and at the place and in the manner instructed by Issuer.  Upon payment of the redemption price of the
portion of this Note called for redemption, interest on the principal amount of
this Note so called for redemption shall cease to accrue (regardless of the
failure, if any, of the Holder to surrender this Note for payment as described
above), and all rights of the Holder (except the right to receive from the
Issuer the redemption price) shall cease. Upon surrender in accordance with said
instructions of the Issuer to the Holder of this Note (properly endorsed or
assigned for transfer, if the Board of Directors of the Issuer shall so
require), this Note (or portion hereof) shall be redeemed by the Issuer at the
aforesaid redemption price.  In case
this Note is redeemed in part, a new Note, in substantially the same form and
incorporating substantially the same terms as this Note, shall be issued to the
Holder representing the unredeemed portion of this Note without cost to the
Holder.


 


Section 3.2.                                      Redemption
upon Change of Control.


 


(a)                                         If there shall
occur a Change of Control (as defined below), the Holder shall have the right,
at such Holder’s option, to require the Issuer to redeem, and upon the exercise
of such right the Issuer shall redeem, the aggregate principal amount of this
Note outstanding as of the date of redemption, at a redemption price equal to
100% of the principal amount thereof, together with accrued and unpaid interest
through the date of redemption.  For
purposes of this Section 3.2, “Change of
Control” means the sale, transfer or other disposition by the
Initial Shareholders, in a single transaction or a series of transactions, of
more than 25% of the Common Stock that is issued and outstanding on the date of
this Note to another Person or Persons.


 


(b)                                        On or before
the tenth day after the occurrence of a Change of Control, the Issuer shall
send the Holder a written notice (a “Redemption
Notice”) advising such Holder of its rights hereunder and specifying
the date, not less than 20 nor more than 60 days after the date


 


6

















 


such notice is delivered to
such Holder, on which the Issuer proposes to redeem this Note if the Holder
requests redemption pursuant to this Section 3.2(b); provided that
no failure of the Issuer to give such notice shall limit the rights of the
Holder hereunder.  If the Holder wishes
to exercise its rights hereunder it shall deliver to the Issuer, on or before
the fifteenth day after receipt of the Redemption Notice, written notice (which
shall be irrevocable) of such Holder’s exercise of such right, which notice
shall set forth the name of the Holder and the aggregate principal amount of
this Note held by such Holder as to which an election to exercise its rights
hereunder is being made.


 


(c)                                        From and after
the prepayment date set forth in the Redemption Notice (unless an Event of
Default shall be made by the Issuer in providing money for the prepayment of
this Note or a portion thereof), interest on this Note, if the Holder elected
to have this Note (or a portion thereof) redeemed as set forth in the foregoing
paragraph (b), shall cease to accrue, and all rights of the Holder with respect
to this Note (except the right to receive from the Issuer such redemption
price) shall cease.  Upon surrender in
accordance with said notice of the certificate for this Note so required to be
redeemed (properly endorsed or assigned for transfer, if the Board of Directors
of the Issuer shall so require and the Redemption Notice shall so state), this
Note (or a portion thereof) shall be redeemed by the Issuer in the amount
required by Section 3.2(a).


 


Section 4.                                                   Subordination.  The Issuer covenants and agrees and the
Holder, by its acceptance hereof likewise covenants and agrees, in each case
notwithstanding any other provisions of this Note or any other agreement,
document or instrument (it being the express agreement of such Holder that the
provisions of this Section 4 and thereby the provisions of the
Subordination Agreement shall govern in the event of any conflicting terms or
provisions herein or otherwise), that this Note shall be issued subject to the
provisions of the Subordination Agreement; and the Person holding this Note,
whether upon original issue or upon transfer, assignment or exchange thereof
accepts and agrees that the payment of the principal of, interest on or any
other amounts or obligations (monetary or otherwise) on, under or in respect of
this Note by or on behalf of the Issuer shall, to the extent and in the manner
set forth in the Subordination Agreement, be subordinated and junior in right
of payment, to the prior payment in full in cash of all Senior Indebtedness.


 


Section 5.                                                   Miscellaneous.


 


Section 5.1.                                      Modification
of Notes.  This Note may be modified
with the written consent of the Issuer and the Holder.  The Holder may waive compliance by the
Issuer of any provision of this Note.


 


Section 5.2.                                      No
Defense or Set-Off. The obligation of the Issuer to make the payments
pursuant to this Note shall be absolute and unconditional without defense,
counterclaim, set-off or reduction for any reason, it being the intention of
the Issuer and the Holder that the payments required by this Note will be paid
in full when due without any delay or diminution whatsoever.


 


Section 5.3.                                      Miscellaneous.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of South Carolina
applicable to contracts made and to be performed therein and without regard to
such State’s conflict of law provisions; the rights and remedies of the parties
hereunder shall be determined in accordance with the laws of South


 


7

















 


Carolina.  The Issuer and the Holder acknowledge that
the provisions of this Section 5.3 are just, fair and reasonable to the
parties and the parties’ respective agents, employees and representatives.  The Issuer and the Holder further
acknowledge that such provisions represent terms which have been bargained for
in the course of the parties’ discussions and negotiations leading to the
agreement, and that the bargaining power of the Issuer and the Holder is
approximately equal in the matters set forth in this agreement.  The Issuer hereby waives presentment,
demand, notice, protest and all other demands and notices in connection with
the delivery, acceptance, performance and enforcement of this Note, except as
specifically provided herein, and consents to extensions of the time of
payment, or forbearance or other indulgence without notice. The Holder by
acceptance of this Note agrees to be bound by the provisions of this Note and
the Subordination Agreement.  The
Section headings herein are for convenience only and shall not affect the
construction hereof.


 


Section 5.4.                                      Transfer.  This Note is registered on the books of the
Issuer and is transferable only upon the prior written consent of Issuer (which
consent may not be unreasonably withheld) and only by surrender thereof at the
principal office of Issuer duly endorsed or accompanied by a written instrument
of transfer duly executed by the registered Holder of this Note or its attorney
duly authorized in writing.  Any such
transferee shall be deemed a Holder hereunder.


 


[Signature Page Follows]


 


8

















 


IN WITNESS WHEREOF, the Issuer has caused
this instrument to be duly executed as of this
[       ] day of
[                  ],
[      ].


 


 


	
   

  	
  ADVANCE
  AMERICA, CASH

  ADVANCE CENTERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: